ESCROW AND ACCOUNT CONTROL AGREEMENTEscrow and Account Control Agreement • November 3rd, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
This Escrow and Account Control Agreement (this “Agreement”) is entered into as of October 21, 2010, by and among AeroGrow International, Inc. (the “Company”), and First Western Trust Bank (in its capacity as escrow holder and Escrow Agent, the “Escrow Agent”).
GUARANTY AGREEMENTGuaranty Agreement • November 3rd, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS GUARANTY AGREEMENT (this “Guaranty”) dated as of the 21st day of October, 2010, is from Jack J. Walker, J. Michael Wolfe and H. MacGregor Clarke (each a “Guarantor” and collectively "Guarantors"), to and for the benefit of the holders of Series 2010B 15% Secured Convertible Notes of AeroGrow International, Inc., a Nevada corporation (“Borrower”), collectively (“Lenders”). Each of the Lenders is intended to be an express direct beneficiary of the guaranties contained herein.
STOCK PURCHASE WARRANT To Purchase _______________ Shares of Common Stock of AEROGROW INTERNATIONAL, INC.Assignment Form • November 3rd, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS CERTIFIES that, for value received, _________________________________, or assigns (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the close of business on ________________ (the "Termination Date") unless sooner terminated in accordance with the Agreement as hereinbelow defined but not thereafter, to subscribe for and purchase from AeroGrow International, Inc., a Nevada corporation (the "Company"), up to ______________________________ (_______________) shares (the "Warrant Shares") of Common Stock, $0.001 par value per share of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.20. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS INDEMNITY AGREEMENT is made and entered into effective the 25th day of October, 2010, between AeroGrow International, Inc., a Nevada corporation (“AeroGrow” or the “Company”), Jack J. Walker (“Walker”), J. Michael Wolfe (“Wolfe”) and H. MacGregor Clarke (“Clarke”). (Walker, Wolfe and Clarke shall be referred to individually as a “Guarantor” and collectively as “Guarantors” or “Indemnitees”).
CONTRIBUTION AGREEMENTContribution Agreement • November 3rd, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
This Contribution Agreement (this “Agreement”), effective the 25th day of October, 2010, is entered into by and among the following shareholders of AeroGrow International, Inc., a Nevada corporation (“AeroGrow” or the “Company”): Jack J. Walker (“Walker”), H. MacGregor Clarke (“Clarke”) and J. Michael Wolfe (“Wolfe”) (each a “Guarantor” and together the “Guarantors”)
